1) EACH OF THE ENTITIES LISTED IN SCHEDULE 1 PART I

EACH OF THE ENTITIES LISTED IN SCHEDULE 1 PART I

NAVIOS MARITIME OPERATING L.L.C.

NAVIOS MARITIME PARTNERS L.P.

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 PART II

DORY FUNDING DAC

DORY FUNDING DAC

CLAUSE

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SCHEDULE 1 THE ORIGINAL PARTIES

PART I THE OBLIGORS

PART II THE ORIGINAL LENDER

PART III AGENT AND SECURITY AGENT

SCHEDULE 2 CONDITIONS PRECEDENT

PART I CONDITIONS PRECEDENT TO UTILISATION

PART II CONDITIONS SUBSEQUENT

SCHEDULE 3 UTILISATION REQUEST

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE

SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT

SCHEDULE 6 TIMETABLES

SCHEDULE 7 NOTIONAL VESSEL TRANCHE AMOUNTS

SCHEDULE 8 DETAILS OF VESSELS

SCHEDULE 9 SCREEN RATE CONTINGENCY PERIODS

SCHEDULE 10

SCHEDULE 11

SCHEDULE 12 NMP FINANCIAL COVENANTS

SCHEDULE 13 EXAMPLE BUDGET

EACH OF THE ENTITIES listed in Part I of Schedule 1 (The Original Parties) as joint and several borrowers (together the “Borrowers” and each a “Borrower”);

NAVIOS MARITIME OPERATING L.L.C., a limited liability company formed under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands, MH 96960 (“HoldCo”);

NAVIOS MARITIME PARTNERS L.P., a limited partnership formed under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands, MH 96960 (“NMP”);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (“Original Lenders”);

DORY FUNDING DAC as agent of the Finance Parties (“Agent”); and

DORY FUNDING DAC as security agent for the Finance Parties (“Security Agent”).

Definitions and Interpretation

Definitions

the amount of its participation in the outstanding Loan; and

in relation to any proposed Utilisation, the amount of its participation in such Utilisation that is due to be made on or before the proposed Utilisation Date.

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any other state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

that cash is repayable within thirty (30) days after the relevant date of calculation;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of that person or of any other person whatsoever or on the satisfaction of any other condition other than any such conditions under Transaction Security referred to in paragraph (c) below;

there is no Security over that cash except for Transaction Security; and

the cash is freely and (except as mentioned in paragraphs (a) and (c) above) immediately available to be applied in repayment or prepayment of the Loan.

in respect of NMP:

the Permitted Holders cease to be the Beneficial Owners, directly or indirectly, of Voting Stock representing 15% or more of the voting power of the total outstanding Voting Stock of NMP; or

NMP ceases to be listed on the New York Stock Exchange or another stock exchange which is of equivalent repute to the New York Stock Exchange (as determined by the Agent (acting on the instructions of the Lenders));

in respect of HoldCo:

a sale, lease or transfer of all or substantially all of HoldCo’s assets to any person or group whether in a single transaction or a series of transactions; or

any time during which and for any reason NMP ceases to beneficially own and control, directly, 100% of the capital stock or other equity interests of HoldCo; or

in respect of a Borrower:

a sale, lease or transfer of all or substantially all of that Borrower’s assets to any person or group whether in a single transaction or a series of transactions; or

any time during which and for any reason, ▇▇▇▇▇▇ fails to legally and beneficially own, directly, one hundred per cent. (100%) of the capital stock or other equity interests of that Borrower.

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part I of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

any Obligor or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Obligor or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any Obligor or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with (a) or (b) or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any Obligor and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

all freight, hire and passage moneys, money or compensation payable for the provision of services by or from a Vessel or under any charter commitment, compensation payable to that Borrower or the Security Agent in the event of requisition of a Vessel for hire, general average consolidation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of a Vessel;

all moneys which are at any time payable under Insurances in respect of loss of earnings; and

if and whenever a Vessel is employed on terms whereby any moneys falling within paragraphs (a) or (b) is pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to a Vessel.

an account in the name of ▇▇▇▇▇▇▇▇ A held with the Account Bank;

an account in the name of ▇▇▇▇▇▇▇▇ ▇ held with the Account Bank;

an account in the name of Borrower C held with the Account Bank;

an account in the name of Borrower D held with the Account Bank,

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

any release, emission, spill or discharge into a Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from a Vessel; or

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than a Vessel and which involves a collision between a Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Vessel and/or any Obligor and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from a Vessel and in connection with which a Vessel is actually or potentially liable to be arrested and/or where any Obligor and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

in respect of a Lender, the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; and

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or any regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

this Agreement;

any Security Document;

the Consent and Implementation Agreement;

any Fee Letter;

any Transfer Certificate;

any Assignment Agreement; or

any other document designated as a Finance Document by the Agent and any Obligor party to it.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

any redeemable preference share issues which mature prior to the date which is 6-months after the Termination Date or are otherwise classified as borrowings under GAAP;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of that derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group but which liability would fall within one of the other paragraphs of this definition; and

the amount of any liability in respect of any guarantee in respect of any of the items referred to in paragraphs (a) to (i) above.

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in (d) and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in (d));

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (a) to (h); or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

any policy and contract of insurance including entries of that Vessel in any protection and indemnity or war risk association, effected in relation to that Vessel and that ▇▇▇▇▇▇’s Earnings after the date of this Agreement; and

all rights and other assets relating to, or derived from, any such policies and contracts of insurance (including any rights to a return for a premium.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan,

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases;

similar principles, rights and remedies under the laws of any Relevant Jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Agent by its appointed legal counsel under this Agreement.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 28 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of the Loan or any part of it) the Interpolated Screen Rate for the Loan;

if:

no Screen Rate is available for Dollars; or

no Screen Rate is available for the Interest Period of the Loan or any part of it and it is not possible to calculate the Interpolated Screen Rate for the Loan or part of it,

for the period commencing on the Utilisation Date and ending on (and including) the date falling 12 months after the Utilisation Date, 4.75% per annum;

for the period commencing from (but not including) the date falling 12 months after the Utilisation Date and ending on (and including) the date falling 24 months after the Utilisation Date, 6.0% per annum;

for the period commencing from (but not including) the date falling 24 months after the Utilisation Date until (and including) the Termination Date, 7.0% per annum.

the business, operations, property or financial condition of the Obligors taken as a whole; or

the ability of the Obligors (taken as a whole) to perform their payment obligations under any Finance Document; or

subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to any of, the Finance Documents in a manner which would be materially adverse to the interests of the Finance Parties under the Finance Documents taken as a whole and, if capable of remedy, is not remedied within 20 Business Days of the earlier of (i) the relevant Obligor becoming aware of the issue or (ii) the giving of notice of the issue by the Agent; or

the rights or remedies of any Finance Party under any of the Finance Documents.

unless an Event of Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of that Vessel for an amount not exceeding the Major Casualty Amount or the equivalent in any other currency;

any lien on that Vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of its trading and in accordance with usual maritime practice; or

liens for salvage.

granted by the Finance Documents;

a Permitted Maritime Lien; or

approved in writing by the Agent (on behalf of the Majority ▇▇▇▇▇▇▇).

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Relevant Documents;

transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of any Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; or

any charter of a Vessel expressly permitted under the terms of the Finance Documents.

any Finance Document;

any Management Agreement;

each MOA;

each Charter; and

any other document designated as such by the Agent and any Obligor.

its Original Jurisdiction;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts business; and

any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

formally designated. nominated or recommended as the replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

any Relevant Nominating Body,

in the opinion of the Majority Lenders and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

in the opinion of the Majority ▇▇▇▇▇▇▇ and the Borrowers, an appropriate successor to a Screen Rate.

any and all compensation or other monies payable by reason of any act or event such as is referred to in paragraph (b) or (c) of the definition of “Total Loss” relating to that Vessel; and

all claims, rights and remedies of the relevant Borrower against the government or official authority or person or persons claiming to be or to represent a government or official authority or other entity in relation to (a) above.

listed on, or owned or controlled by a person listed on any Sanctions List;

located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Country; or

otherwise a target of Sanctions (being a person with whom a US person or other national under the jurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities or against whom Sanctions are otherwise directed).

imposed by law or regulation of the United Kingdom, the Council of the European Union or any of its Member States, the United Nations or its Security Council or the government of the United States of America, whether or not any Obligor or any Affiliate is legally bound to comply with the foregoing;

the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the United States Department of State, Her Majesty’s Treasury and the Office of Financial Sanctions Implementation (OFSI) (together, the “Sanctions Authorities”); or

otherwise imposed by any law or regulation by which any Obligor or any Affiliate of any of them is bound or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of any Obligor or any Affiliate of any of them.

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Borrowers materially changed;

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrowers) temporary; or

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the period opposite that Screen Rate in Schedule 9 (Screen rate contingency periods); or

in the opinion of the Majority Lenders and the Borrowers, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

any Mortgage;

any General Assignment;

any Accounts Security;

any Charter Assignment;

any Guarantee;

any Manager’s Undertaking;

any Share Charge;

any Subordination and Assignment Agreement; and

any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under any Finance Document.

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured Liabilities to the Security Agent as trustee for the Finance Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor or any other person in favour of the Security Agent as trustee for the Finance Parties;

the Security Agent’s interest in any turnover trust created under the Finance Documents; and

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties.

each share security deed granted or to be granted (as the context so requires) by ▇▇▇▇▇▇ in favour of the Security Agent over all of the issued shares in each Borrower,

any actual, constructive, compromised, agreed or arranged total loss of that ▇▇▇▇▇▇;

any expropriation, confiscation, requisition or acquisition of that Vessel, whether or not for consideration (full, partial or nominal), which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (a “Compulsory Acquisition”);

any hijacking, theft, condemnation, capture, seizure, arrest (of a nature covered by insurances), detention or confiscation of that Vessel not falling within the definition of “Compulsory Acquisition”, or by persons allegedly acting or purporting to act on behalf of any government entity, unless (i) the Vessel is released and restored to the Borrower owning that Vessel within ninety (90) days after such incident, or (ii) if relevant underwriters confirm in writing (in customary terms) prior to the end of such ninety (90) day period that such capture, seizure, detention or confiscation will be fully covered by the relevant Borrower’s war risks insurance, the shorter of twelve (12) months and such period for which cover is confirmed to attach.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

an Obligor which is resident for tax purposes in the United States of America; or

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

as at a date not more than 15 days previously;

by an Approved Broker selected or appointed by the Agent;

with or without physical inspection of the Vessel (as the Agent may require);

on the basis of an “as is, where is” sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation.

Construction

Unless a contrary indication appears, a reference in this Agreement to:

the “Account Bank”, the “Agent”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

an “agency” of a state includes any local or other authority, self-regulating or other recognised body or agency, central or federal bank, department, government, legislature, minster, ministry, self-regulating organisation, official or public or statutory person (whether autonomous or not) or, or of the government of, that state or political sub-division in or of that state;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of any Obligor party to it and the Agent or, if not so agreed, is in the form and substance specified by the Agent (acting on the instructions of all Lenders);

“approved” means approved in writing by the Agent, acting on the instructions of the Majority ▇▇▇▇▇▇▇;

“assets” includes present and future properties, revenues and rights of every description;

“authorisation” means an authorisation, consent, approval, resolution, licence or exemption by a person by whom the same is required by law;

“disposal” includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and “dispose” will be construed accordingly;

the “equivalent” of an amount specified in a particular currency (“specific currency amount”) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specific currency amount in the London foreign exchange market at 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of such purchase being the “Agent’s spot rate of exchange”);

“excess risks” means, in relation to a Vessel, the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances in respect of that Vessel in consequence of the value at which a Vessel is assessed for the purpose of such claims exceeding its insured value;

a “Finance Document” or “Relevant Document” or any other agreement or instrument is a reference to that Finance Document or Relevant Document or other agreement or instrument as amended, novated, supplemented, extended or restated from time to time;

“guarantee” means any guarantee (other than in Clause 18 (Guarantee and indemnity)), letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

“month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

the above rules will only apply to the last month of any period;

“obligatory insurances” means all insurances effected, or which any Borrower is required to effect, under Clause 24.2 (Maintenance of obligatory insurances) or any other provision of any Finance Document;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a “policy” in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association that is a member of the International Group of P&I Clubs, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Time Clauses (Hulls)(1/11/02 or 1/11/03) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law one with which the relevant party at whom it is directed would customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

“war risks” includes the risk of mines and all risks excluded by clause 29 of the Institute Hull Clauses (1/11/02 or 1/11/03) or clause 24 of the Institute Time clauses (Hulls) (1/11/1995) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83);

words importing the plural shall include the singular and vice versa and words importing a gender shall include every gender;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to London time.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

Where the Agent or the Security Agent is referred to as acting “reasonably” or “in a “reasonable manner” or as coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used), this shall mean that the Agent and the Security Agent shall be acting or coming to an opinion or determination on the instructions of the Lenders or the Majority Lenders (as the case may be) acting reasonably or in a reasonable manner and the Agent and the Security Agent shall be under no obligation to determine the reasonableness of such instructions or whether in giving such instructions the Lenders or the Majority Lenders (as the case may be) are acting reasonably or in a reasonable manner

Where acceptability to or satisfaction of the Agent or the Security Agent is referred to in relation to a matter not affecting the personal interests of the Agent or Security Agent (including, for the avoidance of doubt, any satisfaction or determination in relation to conditions precedent) this shall mean the acceptability to or satisfaction of the Lenders or the Majority Lenders (as the case may be) as notified by it to the Agent or Security Agent.

In respect of paragraphs (e) and (f) above, the Agent and the Security Agent shall not be responsible for any liability occasioned or by any delay or failure on the part of the Lenders or the Majority Lenders (as the case may be) to give any such instructions or direction or to form any such opinion.

Third Party Rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Any Receiver, Delegate or any person described in Clause 1.1 (Definitions) may, subject to this Clause 1.3(c) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

Conflict

The Facility

The Facility

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

Purpose

Purpose

Monitoring

Conditions of Utilisation

Conditions precedent

unless the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Utilisation) in form and substance satisfactory to the Agent. The Agent shall notify the Obligors and the Lenders promptly upon being so satisfied; and

on the date of the Utilisation Request and on the proposed Utilisation Date:

no Default is continuing or would result from the proposed Utilisation;

all representations and warranties under any of the Finance Documents made or to be made by an Obligor are true and accurate as at that date with reference to the facts and circumstances then existing;

the provisions of Clause 10.3 (Alternative basis of interest or funding) do not apply; and

no Vessel has been the subject of a Total Loss;

the Utilisation requested is for an amount equal to the Maximum Loan Amount; and

the Agent is satisfied that the Utilisation requested shall not exceed the Total Commitments.

Waiver of Conditions Precedent

Conditions subsequent

Utilisation

Delivery of Utilisation Request

Completion of Utilisation Request

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

it specifies the account and bank to which the proceeds of the Loan are to be credited.

Currency and amount

The currency specified in an Utilisation Request must be Dollars.

The amount of the proposed Utilisation must be an amount which is equal to the Maximum Loan Amount.

There shall be no more than one Utilisation.

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in the Utilisation will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Utilisation. No Lender is obliged to participate in the Utilisation if, as a result, its share in the Loan then outstanding or in respect of which the Utilisation Request has been issued would exceed its Commitment.

The Agent shall notify each Lender of the amount of the Utilisation and the amount of its participation in the Utilisation by the Specified Time.

Disbursement

Repayment

Repayment Instalments

Subject to the provisions of this Agreement, the Borrowers shall repay the Notional Vessel Tranches by 8 equal consecutive quarterly instalments in an aggregate amount of US$925,000 (such aggregate amount to be applied pro rata to the outstanding principal amount of the Notional Vessel Tranches) commencing on 30 September 2020 and thereafter on each subsequent Quarter Date (each instalment a “Repayment Instalment”).

The balance of each Notional Vessel Tranche shall be repaid by the Borrowers in full as a balloon repayment on the Termination Date, together with all other amounts then due and outstanding under the Finance Documents (the “Balloon Instalment”).

No Reborrowing

Prepayment and cancellation

Illegality

that ▇▇▇▇▇▇ shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrowers, the Commitment of that ▇▇▇▇▇▇ will be immediately cancelled; and

the Borrowers shall repay that ▇▇▇▇▇▇’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Change of Control

the Borrowers shall promptly notify the Agent upon becoming aware of that event;

no Lender shall be obliged to fund an Utilisation; and

the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents shall become immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

Mandatory prepayment – sale/Total Loss

If a Vessel is sold or becomes a Total Loss, the Borrowers shall be obliged to (and without prejudice to the restrictions on sale of a Vessel and/or insurance covenants and requirements as otherwise provided in the Finance Documents) prepay or pay (as applicable), as a minimum amount, the aggregate of the following:

the outstanding balance of the Notional Vessel Tranche relating to the subject Vessel; and

such amount that would be required to be prepaid in order to ensure that the VTL Coverage immediately after the sale or Total Loss (excluding, for the purposes of such calculation, the Vessel which is sold or which becomes a Total Loss, but including the aggregate value of any additional security provided pursuant to Clause 26.1 (Additional security)) is no less than the VTL Coverage immediately prior to such sale or Total Loss (including the Vessel which is sold or which becomes a Total Loss);

If a Vessel is sold or becomes a Total Loss, the required amount in sub-clause (a) shall be prepaid on the date on which the sale is completed by delivery of that Vessel to the buyer or, if that Vessel becomes a Total Loss, on the earlier of the date falling one hundred and eighty (180) days after the Total Loss Date and the date of receipt by the Agent of the proceeds of insurance relating to such Total Loss.

Any prepayments of principal under this Clause 7.3 shall be applied firstly in repayment of the then principal outstandings under the Notional Vessel Tranche relating to that Vessel and any balance to be applied against the other Notional Vessel Tranches pro rata and in inverse order of maturity against the Balloon Instalments and Repayment Instalments of such other Notional Vessel Tranches.

If there is any loss in respect of a Vessel or a claim under the Insurances in respect of a Vessel (in each case arising whilst that Vessel is under the ownership of the relevant Borrower) exceeding the Major Casualty Amount which in each case is not a Total Loss, the Borrowers irrevocably authorise, and shall procure that all such things are done to enable the Agent to apply any proceeds received from such loss or claim as a prepayment against the relevant Notional Vessel Tranche relating to that Vessel unless such proceeds are applied within ninety (90) days, or within such other period as the Classification Society may advise in writing, of being received towards repairing the relevant Vessel in accordance with the relevant Security Documents (or otherwise are used to reimburse the Borrowers for amounts made for such repair) and during which time the Borrowers and HoldCo shall procure that such funds are immediately credited to and remain in the Earnings Account of the relevant Borrower on and from their receipt.

Automatic cancellation

Voluntary prepayment

The Borrowers may, upon giving to the Agent not less than five (5) Business Days’ prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$100,000 and thereafter in increments of US$100,000).

The Loan may only be prepaid pursuant to this Clause 7.5 after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

Any partial prepayments under this Clause 7.5 shall be applied against all of the Notional Vessel Tranches pro rata and in inverse order of maturity against the Balloon Instalment and the Repayment Instalments of each Notional Vessel Tranche.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. The Agent must notify the Lenders promptly upon receipt of any such notice.

Any repayment or prepayment under this Agreement shall be made together with accrued interest on the amount repaid or prepaid and any applicable Break Costs.

The Borrowers shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrowers or the Lenders, as appropriate.

If all or part of the Loan is repaid or prepaid, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph shall reduce the Commitments of the Lenders rateably.

Interest

Calculation of interest

Margin; and

LIBOR.

Payment of interest

Default interest

Notification of rates of interest

Interest Periods

Length of Interest Periods

Each Interest Period in respect of the Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period and, subject to paragraph (b) below, end on the next Quarter Date.

If an Interest Period would otherwise overrun the Termination Date, it will be shortened so that it ends on the Termination Date.

Non-Business Days

Changes to the calculation of interest

Absence of quotations

Market disruption

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that ▇▇▇▇▇▇ as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Day for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for Dollars for the relevant Interest Period; or

before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed fifty per cent. (50%) of the Loan) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Agent so requires or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

Break Costs

The Borrowers shall, within three (3) Business Days of demand by a Finance Party (or at the time of prepayment of the relevant amount under Clause 7 (Prepayment and cancellation), pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by any Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

Fees

Agency fee and security agent fee

Upfront fee

Tax gross up and indemnities

Definitions

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

an Obligor shall promptly upon becoming aware that it or any other Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and any such other Obligor;

if a Tax Deduction is required by law to be made by a Borrower or any other Obligor, the amount of the payment due from that Borrower or that other Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required;

if any Obligor is required to make a Tax Deduction, that Obligor shall (and shall procure that such other Obligor shall) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law;

within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall (and shall procure that such other Obligor shall) deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

Each Borrower shall (within three (3) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Clause 12.3(a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under Clause 12.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3, notify the Agent.

Tax Credit

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party has obtained and utilised that Tax Credit, that Finance Party shall pay an amount to that Borrower or to that other Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by that Borrower or that other Obligor.

Stamp taxes

VAT

All amounts expressed to be payable under a Finance Document by any Party or any Obligor to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause 12.6(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Obligor under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Obligor must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the Borrowers).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 12.6(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to Clause 12.7(c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to Clause 12.7(a)(i)(1) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Clause 12.7(a) above shall not oblige any Finance Party to do anything, and Clause 12.7(a)(iii) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.7(a)(i) or 12.7(a)(ii) above (including, for the avoidance of doubt, where Clause 12.7(c) applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

If an Obligor is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

where an Obligor is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

where an Obligor is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender or an Increase Lender, the relevant Transfer Date; or

where an Obligor is not a US Tax Obligor, the date of a request from the Agent,

a withholding certificate on Form W-8 or Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.7(e) above to the Borrowers.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 12.7(e) is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrowers.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers and the Agent and the Agent shall notify the other Finance Parties.

Increased costs

Increased costs

Subject to Clause 13.3 (Exceptions) the Borrowers shall, within three (3) Business Days of a demand by the Agent, pay to the Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

compliance with any law or regulation or any request from or requirement of any central bank or other fiscal, monetary or other authority made after the date of this Agreement (including Basel III, CRD IV and any other law or regulation which implements Basel III or CRD IV).

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Loan or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

In this Agreement “Basel III” means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

In this Agreement, “CRD IV” means:

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and

any other law or regulation which implements Basel III.

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

Subject to its confidentiality duties, each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3 (Tax indemnity) applied);

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

Other indemnities

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives (and shall procure that each other Obligor waives) any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

Each of the Borrowers shall jointly and severally, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in the Loan requested by the Borrowers in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower.

Each of the Borrowers shall jointly and severally, within three (3) Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Vessel unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

in connection with any Environmental Claim.

Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

Indemnity to the Agent

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

Indemnity to the Security Agent

Each of the Borrowers shall jointly and severally, within three (3) Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

any failure by an Obligor to comply with its obligations under Clause 16 (Costs and expenses);

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

the taking, holding, protection or enforcement of the Transaction Security;

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Finance Parties, indemnify itself out of the Security Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

Indemnity survival

Mitigation by the Lenders

Mitigation

Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrowers shall, within three (3) Business Days of demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Costs and expenses

Transaction expenses

this Agreement and any other documents referred to in this Agreement or in a Security Document;

the Transaction Security;

any other Finance Documents executed after the date of this Agreement;

any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain under any Finance Document (including, for the avoidance of doubt, any Valuation or survey and inspection costs except where a Finance Party is expressly required under the terms of the Finance Documents to pay any such amount without reimbursement from any Obligor); and

any discharge, release or reassignment of any of the Finance Documents.

Amendment costs

Enforcement and preservation costs

Other costs

JOINT AND SEVERAL LIABILITY

Joint and several liability

All liabilities and obligations of the Borrowers under or in connection with any Finance Document shall, whether expressed or not expressed to be so, be joint and several. The failure by one Borrower to perform its obligations under the Finance Documents shall constitute a failure by the other Borrowers in the performance of such obligations under the Finance Documents. Each Borrower shall be responsible for the performance of the obligations of the other Borrowers under the Finance Documents.

Each Borrower agrees to be bound by the Finance Documents to which it is, or becomes, a party, notwithstanding that:

any other Borrower intended to be a party or be bound by such Finance Document does not become a party or bound; and

any Finance Document may be invalid or unenforceable against the other Borrowers, whether or not such validity or unenforceability is known to any Finance Party.

The Finance Parties may, but only through the Agent or the Security Agent, take action against any Borrower, grant any time or other indulgence to any Borrower, or release or compromise in whole or in part the liability of any Borrower under the Finance Documents, in each case without affecting the liability of any other Borrower.

Waiver of defences

The joint and several liabilities and obligations of each Borrower will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Agreement and/or any other Finance Document (without limitation and whether or not known to it or any Finance Party) including:

any time, waiver or consent granted to, or composition with, any Borrower or other person;

the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Borrowers (or any of them) shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from the Borrower or on account of the relevant Borrower’s liability under this Clause 17.

Deferral of each Borrower’s rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

to be indemnified by an Borrower;

to claim any contribution from any other guarantor of any Borrower’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Borrower to make any payment, or perform any obligation, in respect of which any Borrower has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

to exercise any right of set-off against any Borrower; and/or

to claim or prove as a creditor of any Borrower in competition with any Finance Party.

If any Borrower receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Borrowers under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 34 (Payment mechanics).

Guarantee and indemnity

Guarantee and indemnity

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, the Guarantors shall immediately on demand pay that amount as if they were the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor (other than the Guarantors) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Waiver of defences

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Guarantors’ intent

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantors shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from the Guarantors or on account of the Guarantors’ liability under this Clause 18.

Deferral of Guarantors’ rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Obligor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

Additional security

Representations and warranties

Representations

Status

is a corporation, a limited liability company or a limited partnership, duly incorporated or formed and validly existing under the law of its jurisdiction of incorporation or formation; and

has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

the obligations expressed to be assumed by each of the Obligors in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable obligations; and

(without limiting the generality of paragraph (a)), each Security Document to which it is a party creates or will create upon execution and delivery and, where applicable, registration, the security interests that that Security Document purports to create and those security interests are, or will be when created or intended to be created, valid and effective,

Non-conflict with other obligations

any law or regulation applicable to such Obligor;

the constitutional documents of such Obligor; or

any agreement or instrument binding upon such Obligor or any of such Obligor’s assets or constitute a default or termination event (however described) under any such agreement or instrument, provided that this paragraph (c) shall only apply to the extent that the circumstances of any such conflict would have a Material Adverse Effect.

Power and authority

Each of the Obligors has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents.

No limit on the powers of any Obligor will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Relevant Documents to which it is a party.

Validity and admissibility in evidence

to enable each of the Obligors lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or to enable each Finance Party to enforce and exercise all its rights under the Relevant Documents; and

to make the Relevant Documents to which any Obligor is a party admissible in evidence in its Relevant Jurisdictions,

Governing law and enforcement

Subject to the Legal Reservation, the choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will, subject to the Legal Reservations, be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

Insolvency

No filing or stamp taxes

any filing, recording or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion referred to in Clause 4 (Conditions of Utilisation); and

registration of each Mortgage at the registry of the Approved Flag where title to the relevant Vessel is registered in the ownership of the relevant Borrower.

No default

No Event of Default and, on the date of this Agreement and the Utilisation Date, no Default is continuing or is reasonably likely to result from the advance of an Utilisation or the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on any of the Obligors or to which its assets are subject and which has or is reasonably likely to have a Material Adverse Effect.

No misleading information

All written factual information supplied by it or on its behalf to any Finance Party in connection with the Relevant Documents was true and accurate in all material respects as at the date it was provided or as at any date at which it was stated to be given.

Any financial projections contained in the information referred to in paragraph (a) above have been prepared as at their date on the basis of recent historical information and on the basis of assumptions it considered to be reasonable at the time.

It has not omitted to supply any information which, if disclosed, would make the information referred to in paragraph (a) above untrue or misleading in any material respect.

Nothing has occurred since the date of the information referred to in paragraph (a) above which, if disclosed, would make that information untrue or misleading in any material respect.

Financial statements

NMP’s most recent financial statements delivered pursuant to Clause 20.1 (Financial statements):

have been prepared in accordance with GAAP consistently applied; and

give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of any of the Obligors or any other member of the Group.

No proceedings pending or threatened

Taxes and VAT

It is not a member of a value added tax group.

It is resident for Tax purposes only in the jurisdiction of its Original Jurisdiction.

It is not overdue in the filing of any Tax returns or overdue in the payment of any amount of Tax.

No claims or investigations have been, or are likely to be, initiated or conducted against it with respect to the non-payment of Tax which are likely to be adversely determined and, if adversely determined, might reasonably be expected to have a Material Adverse Effect.

No breach of laws

Environmental laws

Each of the Obligors is in compliance with Clause 22.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any of the Obligors where that claim has or is reasonably likely to have a Material Adverse Effect.

Anti-corruption law

No Security or Financial Indebtedness

No Security (other than Permitted Security) exists over all or any of the present or future assets of any Borrower in breach of this Agreement.

No Borrower has any Financial Indebtedness outstanding other than any Permitted Intercompany Loans or as otherwise permitted by this Agreement.

Pari passu ranking

Ranking of Security

Centre of main interests and establishments

Completeness of Relevant Documents

No Immunity

Money laundering

Sanctions

None of the Obligors, any Approved Manager, nor any of their respective direct or indirect shareholders (or equivalent) or any director, officer, agent, employee or person acting on behalf of any of them is a Restricted Person or is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Restricted Person and none of such persons owns or controls a Restricted Person; provided that, for the purposes of this paragraph (a) and with respect to NMP only, ‘shareholders’ shall include only those shareholders owning 5% or more of shares in NMP.

No proceeds of the Loan shall knowingly be made available, directly or indirectly, to or for the benefit of a Restricted Person in violation of applicable Sanctions laws, or otherwise shall knowingly be, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

The Obligors shall not (and shall procure that no Approved Manager shall) knowingly use any revenue or benefit derived from any activity or dealing with a Restricted Person in breach of Sanctions in discharging any obligation due or owing to the Finance Parties.

Each of the Obligors, each Approved Manager and each Affiliate of any of them is in compliance with Sanctions.

Each Obligor shall (and shall procure that each Approved Manager shall), to the extent permitted by law, promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or formal investigation against it brought by any Sanctions Authority, with respect to the activities of an Obligor and each Approved Manager.

Valuation

All factual written information supplied by it or on its behalf to the Agent for the purposes of each Valuation was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given.

It has not omitted to supply any information to the Agent which, if disclosed, would materially and adversely affect a Valuation.

Nothing has occurred since the date the information referred to in paragraph (a) above was supplied which, if it had occurred prior to the relevant Valuation, would have materially and adversely affected that Valuation.

No other business

None of the Borrowers has traded or carried on any business since the date of its incorporation except for:

the ownership and operation of the Vessel owned by it.

As at the date of this Agreement, none of the Borrowers is party to any material agreement other than the Relevant Documents.

As at the date of this Agreement,

None of the Borrowers:

has, or has had, any employees; and

has any obligation in respect of any retirement benefit or occupational pension scheme.

Ownership

All of HoldCo’s issued limited liability company interests are directly, legally and beneficially owned and controlled by NMP.

All of the Borrowers’ issued shares are directly, legally and beneficially owned and controlled by HoldCo.

The shares in each Borrower are fully paid and are not subject to any option to purchase or similar rights.

Each Borrower is the sole legal and beneficial owner of the Vessel registered in its name, its Earnings and its Insurances.

As and with effect from the date of its creation or intended creation, each Borrower will be the sole legal and beneficial owner of any other asset that is the subject of any Transaction Security created or intended to be created by it.

ISM Code and ISPS Code

Vessel

Each Vessel is:

permanently registered in the name of the relevant Borrower under the relevant Approved Flag;

free from Security (other than Permitted Security);

operationally seaworthy and in every way fit for service;

classed in accordance with the relevant Classification free of all overdue conditions and recommendations of the relevant Classification Society (except as disclosed to and approved by the Agent prior to the Utilisation Date); and

insured in the manner required by the Finance Documents,

To the best of its knowledge (following due and careful enquiry):

no material breach of any law or regulation is outstanding which might have a Material Adverse Effect (including in relation to the value of a Vessel); and

no adverse claim has been made by any person in respect of the ownership of any Vessel or any interest in it.

Repetition

Information undertakings

Financial statements

The Borrowers shall supply to the Agent:

as soon as available, but in any event within 180 days after the last day of each fiscal year of NMP ending thereafter, a copy of the audited consolidated balance sheet of the NMP and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year (provided that delivery within the time periods specified above of copies of the Annual Report on Form 20-F of NMP filed with the SEC shall be deemed to satisfy the requirements of this paragraph (b)(i)); and

as soon as available, but in any event within 90 days after the last day of the first three fiscal quarters of each fiscal year of NMP, the unaudited consolidated balance sheet of NMP and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter (provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 6-K of NMP filed with the SEC shall be deemed to satisfy the requirements of this paragraph (b)(ii)).

Requirements as to financial statements

Each set of financial statements delivered pursuant to Clause 20.1 (Financial statements):

shall be certified by an authorised officer of the relevant entity as giving a true and fair view (in case of annual financial statements), or fairly presenting (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and

shall be prepared using GAAP, accounting practices and financial reference periods consistently applied unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the previous financial statements were prepared; and

in the case of annual audited financial statements, not be the subject of any Auditor’s opinion that is adversely qualified in any material way.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the previous financial statements were prepared.

Budgets and report on Operating Expenses

The Borrowers shall:

supply to the Agent, no later than thirty (30) days prior to the commencement of each calendar year (starting with the calendar year commencing 1 January 2020), copies of an annual operating budget of each Borrower (and the Vessel owned by it) for that calendar year; and

procure that the Approved Technical Manager shall supply to the Agent, no later than thirty (30) days prior to the commencement of each calendar year (starting with the calendar year commencing 1 January 2020), a copy of an annual Operating Expenses budget in respect of each Vessel for that calendar year,

The Borrowers shall procure that the Approved Technical Manager shall, on request, supply to the Agent a quarterly performance report for each Vessel for the following Financial Quarter showing the estimated daily Operating Expenses for that Vessel and, upon the request of the Agent, provide details of trade payables and other liabilities position of each Vessel.

Information: miscellaneous

Each Borrower and HoldCo shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

at the same time as they are dispatched, copies of all documents dispatched by that Borrower or HoldCo to its shareholders or equivalent (but not in their capacity as directors, officers or employees of any Borrower or HoldCo) generally (or any class of them) or dispatched by that Borrower or HoldCo to its creditors generally (or any class of them);

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings (including proceedings related to any alleged or actual breach of the ISM Code or the ISPS Code) which are current, threatened or pending against any Obligor, and which are likely to be adversely determined and, if adversely determined, are likely to have a Material Adverse Effect;

promptly, such further information regarding the financial condition, business, assets and operations of any Obligor (or any other member of the Group) as any Finance Party (through the Agent) may reasonably request including, without limitation, cash flow analyses and details of the Operating Expenses of any Vessel, any dividends and/or loans made by a Borrower and/or HoldCo, and annual inspection certificates (including any annual inspection report (if required by the Agent)).

The Finance Parties (or the Agent acting on their behalf) shall be entitled to have a call with representatives of the Borrower at least once per quarter and to hold a meeting with representatives of the Group at least once per calendar year, during which calls and meetings the Finance Parties or the Agent (as applicable) shall be entitled to ask such questions regarding the financial condition, business and operations of the Group (or any member of the Group) as such Finance Party or the Agent (as applicable) may reasonably require.

Notification of default

Each Obligor shall notify the Agent of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by the Agent, each Borrower shall supply to the Agent a certificate signed by one of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of an Obligor after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

USA Patriot Act Notice

Financial Covenants

NMP Financial Covenants

Compliance certificates

NMP shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 20.1(a) (Financial statements), a compliance certificate in such form as may reasonably be required by the Agent (acting on the instructions of the Majority Lenders and, with regard to NMP’s reporting requirements, to its other financiers) confirming compliance with Clause 21.1 (NMP Financial Covenants). Each such compliance certificate shall be signed by an authorised officer of NMP.

If, prior to the delivery of any compliance certificate pursuant to paragraph (a) above, NMP becomes aware that the financial covenants detailed in Schedule 12 (NMP Financial Covenants) (or any of them) will not be complied with, then NMP shall promptly notify the Agent accordingly.

General undertakings

Authorisations

obtain, comply with, renew and do all that is necessary to maintain in full force and effect each Relevant Document; and

upon request by the Agent, supply certified copies to the Agent of any authorisation required under any law or regulation of its jurisdiction of incorporation to:

enable it to perform its obligations under the Relevant Documents to which it is a party;

subject to the Legal Reservations and Perfection Requirements, ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Relevant Document; or

enable any Obligor to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Compliance with laws

Environmental compliance

comply with all Environmental Laws;

obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

Environmental Claims

any Environmental Claim against any of the Obligors which is current, pending or threatened where the claim is reasonably likely to be adversely determined and, if determined against that Obligor, has or is reasonably likely to have a Material Adverse Effect; and

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any of the Obligors, where the claim is reasonably likely to be adversely determined and, if determined against that Obligor, has or is reasonably likely to have a Material Adverse Effect.

Anti-corruption laws

No Obligor shall (and each Obligor shall procure that no other Obligor shall) directly or indirectly use the proceeds of the Loan for any purpose that would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

Each Obligor shall (and shall procure that each other Obligor shall):

conduct its businesses in material compliance with applicable anti-corruption laws; and

maintain policies and procedures designed to promote and achieve compliance with such laws.

Taxation

Each Obligor shall (and shall procure that each other Obligor shall) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest them, which have been disclosed in its latest financial statements delivered to the Agent under Clause 20.1 (Financial statements);

such payment can be lawfully withheld; and

failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

No Borrower and no other Obligor may change its residence for Tax purposes.

Evidence of good standing

Pari passu ranking

Negative pledge

In this Clause 22.9, “Quasi-Security” means an arrangement or transaction described in Clause 22.9(b).

Except as permitted under Clause 22.9(c):

None of the Borrowers shall create nor permit to subsist any Security over any of its assets.

None of the Borrowers shall:

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group or any Related Party;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

Paragraph (b) above does not apply to any Security or (as the case may be) Quasi-Security, which is a Permitted Security or a Permitted Transaction.

Disposals

Arm’s length basis

Except as permitted under Clause 22.11(b), none of the Borrowers shall enter into any transaction with any person except on arm’s length terms.

Other than the entry by a Borrower into a Management Agreement with an Approved Manager or the entry into the Relevant Documents, none of the Borrowers shall enter into a transaction with a Related Party without the prior written consent of the Agent (which consent the Agent shall have full power to withhold).

The following transactions shall not be a breach of Clause 22.11(a):

transactions contemplated under the Relevant Documents in the amounts set out in the Relevant Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or fees, costs and expenses agreed by the Agent; and

any Permitted Transaction.

Merger

Change of business

No other business

None of the Borrowers shall engage in any business other than the ownership, operation, chartering and management of the relevant Vessel owned by it.

No acquisitions

No Joint Ventures

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

No borrowings

No loans or credit

No guarantees or indemnities

No dividends

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

repay or distribute any dividend or share premium reserve; or

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

Inspection of records

No change in Relevant Documents

No Obligor shall:

exercise any discretion under any of the Relevant Documents which are not Finance Documents in a manner which is material and adverse to the interests of the Lenders; or

amend, vary, novate, supplement, supersede, waive or terminate any term of, any of the Relevant Documents which are not Finance Documents, or any other document delivered to the Agent pursuant to Clause 4.1 (Conditions precedent) or Clause 4.3 (Conditions Subsequent) in a manner which is material and adverse to the interests of the Lenders.

Each Obligor shall take all reasonable and practical steps to preserve and enforce its rights and pursue any claims and remedies arising under any Relevant Documents which are not Finance Documents where it is in the commercial interest of such Obligor to do so.

Each Obligor shall (and shall procure that each other Obligor shall) comply with its obligations under the Relevant Documents which are not Finance Documents.

Further assurance

Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

to perfect any Security created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

to confer on the Security Agent or confer on the Finance Parties Security over any property and assets of that Borrower (or that other Obligor as the case may be) that are subject to Transaction Security located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Documents; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

Each Borrower and HoldCo shall take all such action as is available to it (including making all filings and registrations) as may be reasonably necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

Sanctions

The Obligors shall not (and shall procure that no Approved Manager shall), directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transaction(s) contemplated by this Agreement:

to fund either directly or indirectly any trade, business or other activities:

involving or for the benefit of any Restricted Person; or

in any country or territory that, at the time of such funding, is a Sanctioned Country; or

in any other manner that would reasonably be expected to result in any person or any Finance Party being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Person.

No Obligor shall permit or authorise (and shall procure that no Approved Manager shall permit or authorise), and each Obligor shall prevent, any Vessel being used directly or indirectly:

by or for the benefit of any Restricted Person or in any country, or territory, that is a Sanctioned Country; and/or

in any trade which will expose a Vessel, any person, an Approved Manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

Each Obligor shall ensure that neither its assets nor the assets subject to the Finance Documents shall be used directly or indirectly by or for the benefit of any Restricted Person or otherwise used in any manner which would not be in compliance with Sanctions.

Each Obligor shall comply, and procure compliance of the Approved Managers, with Sanctions.

Vessel Undertakings

General

Vessel name and registration

keep that Vessel registered in its name with the Approved Flag;

not do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and

not change the name or port of registry of that Vessel without the prior written consent of the Agent (acting with the instruction of all Lenders),

Repair and classification

in a good and safe condition and state of repair;

consistent with first class ship ownership and management practice;

in a manner such that they maintain the Classification of that Vessel free of overdue recommendations and conditions; and

so as to comply with all laws and regulations applicable to vessels registered under the Approved Flag or to vessels trading to any jurisdiction to which that Vessel may trade from time to time including but not limited to ISM Code and the ISPS Code,

Modification

Removal of parts

Surveys

Inspection

Prevention and release from arrest

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Vessel, its Earnings or its Insurances;

all Taxes, dues and other amounts charged in respect of that Vessel, its Earnings or its Insurances; and

all other outgoings whatsoever in respect of that Vessel, its Earnings or its Insurances,

Compliance with laws

comply, or procure compliance with all Environmental Laws, the ISM Code, the ISPS Code, Sanctions and all other laws and regulations relating to the Vessel owned by it, its ownership, operation and management or to its business;

not employ the Vessel owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code, any Environmental Laws and any Sanctions;

maintain an ISSC for the Vessel owned by it; and

in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit the Vessel owned by it to enter or trade to any zone which is declared a war zone by any government or by the war risks insurers of the Vessel owned by it unless the prior written consent of the Agent has been given and the relevant Borrower has (at its expense) effected any special, additional or modified insurance cover which the Agent may require.

Classification Society

notify the Security Agent promptly in writing if the Classification Society:

receives notification that a Vessel’s classification society is to be changed; or

becomes aware of any facts or matters which may result in or have resulted in a change, discontinuance, withdrawal, suspension, or expiry of a Vessel’s class under the rules or terms and conditions of such Borrower’s or a Vessel’s membership of the Classification Society;

following receipt of a request in writing by the Security Agent:

send to the Security Agent certified true copies of all original class records held by the Classification Society in relation to a Vessel and/or allow the Security Agent (or its agents) at any time to inspect the original class and related records of such ▇▇▇▇▇▇▇▇ and a Vessel at the offices of the Classification Society and to take copies of them; and

confirm whether the relevant Borrower is or is not in default of any of its obligations or liabilities to the Classification Society, including confirmation on whether it has paid in full all fees or other charges due and payable to the Classification Society and, if that Borrower is in default, to specify in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Classification Society,

Provision of information

that Vessel, its employment, position and engagements;

its Earnings;

payments and amounts due to the master and crew of that ▇▇▇▇▇▇;

any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Vessel and any payments made in respect of that Vessel;

any towages and salvages; and

the Borrowers’, the Approved Managers’ or that ▇▇▇▇▇▇’s compliance with the ISM Code and the ISPS Code.

Notification of certain events

any casualty relating to that Vessel which is or is likely to be or to become a Major Casualty;

any occurrence as a result of which that Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

any requirement or recommendation made by any insurer or the Classification Society or by any competent authority which is not immediately complied with;

the conduct of any required works and repairs to each of the Vessels in order to ensure compliance with the Clause 23.3 (Repair and classification);

any arrest or detention of that ▇▇▇▇▇▇, any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;

any intended dry docking of that Vessel;

any Environmental Claim made against any Borrower or in connection with any Vessel, or any Environmental Incident;

any claim for breach of the ISM Code or the ISPS Code being made against any Borrower, any Approved Manager or otherwise in connection with that Vessel;

any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC; and

any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

Restrictions on chartering etc.

let that Vessel on demise charter for any period;

enter into or vary any time charter, consecutive voyage charter or other contract of employment in respect of that Vessel without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):

for a term which exceeds thirteen (13) months; or

for a term which, by virtue of any option of extensions, may exceed thirteen (13) months;